The letter of credit is numbered SVBFS002492. First Citizens Bank & Trust Company issued it on 30 September 2024, and those first three letters of the number are what is left of Silicon Valley Bank, which failed on 10 March 2023. It secured a lease of the entire 87,695 square foot building at 7000 Marina Boulevard in Brisbane, California. PPF OFF 7000 Marina Boulevard LP is the landlord. Sangamo Therapeutics is the tenant. The face amount was $1,500,000.[1]
On 25 August 2025 the two of them signed a Fourth Amendment whose stated purpose is “to modify the circumstances upon which Landlord may draw upon the existing Letter of Credit.” What that meant in practice is a table:
Tenant hereby authorizes and directs Landlord to draw upon the Letter of Credit so as to satisfy in whole Tenant’s scheduled monthly Rent obligations for the months of September 2025, October 2025, and November 2025[.][1]
Monthly base rent was $427,160.15 and additional rent $161,137.70, for $588,297.85 a month. Three months of that is $1,764,893.55, more than the letter of credit, and the amendment says so in a footnote to its own table: applying it “will not be sufficient to pay the full amount of Rent for the month of November 2025,” so the landlord would draw whatever was left and Sangamo would wire the $264,893.55 balance. By the end of November 2025 the security was gone. The landlord had spent it on rent the tenant owed it anyway.
Then comes the sentence that makes this a live problem rather than a historical one:
The application of the Letter of Credit to Tenant’s Rent obligations is intended to be a temporary accommodation and does not otherwise modify Tenant’s obligation under the Lease to provide the Letter of Credit to Landlord. Accordingly, on or before December 31, 2026, Tenant shall either (i) deposit a cash security deposit with Landlord in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) … or (ii) replace the Letter of Credit with a new Letter of Credit … with terms and from a bank reasonably satisfactory to Landlord.[1]
Today is 3 October 2026. That is 89 days away. And the same amendment deferred 90% of base rent for the thirteen months from December 2025 through December 2026, $5,055,869.27 in the aggregate, repayable in full on or before 5 January 2027.[2] So Sangamo owes $1,500,000 of restored security on 31 December and $5,055,869.27 of deferred rent six days later, and the only thing that would have covered the first number was consumed paying the rent that produced the second.
I pulled four executed leases filed as exhibits with the SEC, all life sciences space, and asked one question of each: which bank may issue the letter of credit, and what happens to the tenant when that bank stops qualifying. No two answer it the same way.
The bank is the security#
A cash security deposit is money. A letter of credit is a promise by somebody else to produce money, and the whole value of it is the somebody else. Landlords moved to letters of credit because the instrument is a separate contract between the landlord and the bank, drawable on the landlord’s own certification, and not property of the tenant’s bankruptcy estate. We covered what that separateness is worth when the lease itself disappears in who keeps the letter of credit when the lease gets rejected.
The cost of that structure is a counterparty the lease has to describe in advance, usually by credit rating, sometimes by name. For twenty years that was a formality. Nobody drafted the bank-qualification sentence expecting to use it. March 2023 turned it into an operative clause, and all four leases below were amended afterwards. Each landlord had the same news and reached a different conclusion.
A landlord that approved Silicon Valley Bank regardless of its rating#
On 5 November 2021, HCP BTC, LLC and Nkarta, Inc. signed a First Amendment to a lease of the entire 88,106 square foot building at 1150 Veterans Boulevard in South San Francisco. The amendment has five operative sections. One expands the permitted use to include manufacturing. One rewrites the transfer provisions so the landlord can assign the letter of credit without telling the tenant. Section 3 reads, in full:
Waiver of Bank’s Credit Rating Threshold. Notwithstanding anything to the contrary contained in Section 21 of the Lease, Landlord hereby accepts and approves of Silicon Valley Bank as a “Bank” for L-C issuing purposes, regardless of whether Silicon Valley Bank now or in the future fails to comply with the Bank’s Credit Rating Threshold.[3]
Two words carry the clause: “now or in the future.” A landlord approving a bank that currently clears the threshold would not need the word “now.” That the drafting contemplates present non-compliance is my reading rather than anything the amendment says, but either way the landlord gave up its right to object to a downgrade that had not happened yet. Silicon Valley Bank failed 490 days later.
It was item 3 of 5 in a housekeeping amendment, sitting between a use clause and a transferability clause. That is the kind of thing agreed by email, because the alternative is explaining to a venture-backed tenant why the bank holding all of its money is not good enough to write a letter on its behalf. In 2021 almost every company in that building banked at SVB. The clause was commercially reasonable and it was also the one provision in the amendment that could cost the landlord the entire deposit.
Forty-six days after the failure#
On 25 April 2023, the same landlord and the same tenant signed a Third Amendment. It is three pages long and does exactly one substantive thing: it deletes the first sentence of Section 21.1 of the lease and replaces it.
… which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord … which Bank must have a rating from Standard and Poors Corporation of A- or better … and a letter of credit issuer rating from Moody’s Investor Service of A3 or better … (collectively, the “Bank’s Credit Rating Threshold”).[4]
A- and A3 are the bottom rung of the single-A band on both scales, with BBB+ and Baa1 next below and still investment grade. So the floor this landlord chose after watching its own approved issuer fail is not a high one, and it is a floor on entry only. The amendment says nothing about what happens if the bank later drops below A-, nothing about receivership, and nothing about how long the tenant would have to fix it. Those mechanics live in the rest of Section 21 of the July 2021 original lease, which I could not find in Nkarta’s filings; the exhibit slot where I expected it holds a research collaboration agreement instead.[4] For this lease I can give you the standard and not the remedy, which is an uncomfortable place for a tenant to be as well.
The mistake was naming a bank and waiving the test. The repair was restoring the test and naming no bank.
Ten business days, and no cure period#
Immunome, Inc. went the other way. On 16 December 2024 it signed a Second Amendment with Nitrogen Propco 2020, L.P. covering roughly 29,344 rentable square feet in Suites 100 and 110 at 18702 North Creek Parkway in Bothell, Washington. Its stated purpose includes replacing an existing cash security deposit with a letter of credit, and it then writes the letter of credit article out in full. The dollar figures, face amount and base rent included, are redacted as [***]. Everything else is on the page.
… drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Moody’s Professional Rating Service (the “Credit Rating Threshold”) … As of the date of this Second Amendment and notwithstanding anything contrary set forth in this Second Amendment, Landlord hereby approves JPMorgan Chase Bank, National Association, as the Bank for the duration of the Term provided that JPMorgan Chase Bank, National Association does not fall below the credit rating it holds on the date of this Second Amendment.[5]
That is a two-tier standard, and the named bank is held to the stricter tier. The generic threshold is a single A. JPMorgan’s approval is pegged not to A but to whatever rating it held on 16 December 2024, which was several notches above A. So an unnamed bank may sit at A and qualify while JPMorgan is downgraded to A+ and stops qualifying. Whether anybody intended that is a different question. It is the exact inverse of the Nkarta waiver: Nkarta’s landlord named a bank and removed the test, Immunome’s landlord named a bank and tightened the test for it alone.
Then the trigger:
Bank’s Financial Condition. If, at any time during the Lease Term, the Bank’s long term credit rating is reduced below the Credit Rating Threshold, or if the financial condition of the Bank changes in any other materially adverse way (either, a “Bank Credit Threat”), then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute L-C … and Tenant’s failure to obtain such substitute L-C within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in the Lease to the contrary) shall entitle Landlord … to immediately draw upon the then existing L-C in whole or in part, without notice to Tenant[.][5]
Read the remedy against the cause. The bank gets downgraded. The tenant has done nothing, and has ten business days to find a different bank. If it misses, the landlord takes the whole face amount from the bank that is still perfectly capable of paying, keeps the cash, and the tenant still owes a replacement letter of credit on top of it.
For a company of Immunome’s size the letter of credit is almost certainly cash-collateralized, which is the ordinary arrangement for a clinical-stage biotech with no borrowing base. If that is right, and it is an assumption about this tenant rather than something the lease discloses, a Bank Credit Threat demand asks the tenant to post the face amount twice: as new collateral at the new bank, while the original collateral stays pledged at the old one until the old letter of credit is cancelled or drawn. Two weeks is not much time to free up the first pledge.
Replenishment runs on the same clock. After any draw the tenant has ten business days to amend the letter of credit back up to the full amount or deliver additional ones, “and if Tenant fails to comply with the foregoing … the same shall constitute a Default by Tenant under the Lease (without the need for any additional notice and/or cure period)."[5] So the draw that punished the tenant for its bank’s downgrade starts a second ten business day clock, breach of which is an immediate default.
A quieter trigger sits in the same article. The letter of credit must expire no earlier than 95 days after the term ends, and may carry an evergreen provision renewing annually “unless at least thirty (30) days’ prior written notice of non-renewal is provided by the issuer to Landlord."[5] The landlord’s list of draw events then includes “(D) the Bank has notified Landlord that the L-C will not be renewed or extended through the LC Expiration Date.” A bank’s internal decision not to renew, communicated to the landlord and not necessarily to the tenant, is itself a reason to draw the whole thing. The tenant’s first notice of the problem may be the draw.
What happens when the FDIC arrives#
The same amendment has a separate section for the event that actually occurred in 2023, and it is the most carefully drafted passage in the four leases.
Bank Placed Into Receivership. In the event the Bank is placed into receivership or conservatorship (any such event, a “Receivership”) by the Federal Deposit Insurance Corporation … then, effective as of the date such Receivership occurs, the L-C shall be deemed to not meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such Receivership (the “LC Replacement Notice”), Tenant shall (i) replace the L-C with a substitute L-C from a different issuer reasonably acceptable to Landlord … or (ii), in the event Tenant demonstrates to Landlord that Tenant is reasonably unable to obtain a substitute L-C … within the foregoing ten (10) day period, deposit with Landlord cash in the L-C Amount (the “Interim Cash Deposit”); provided … that Tenant shall, within sixty (60) days after the LC Replacement Notice, replace the L-C with a substitute L-C[.][5]
This is the clause that answers the question the SVB weekend posed. The instrument is deemed non-compliant the moment the receiver is appointed, whether or not the FDIC honors it and whether or not a bridge bank steps in. Ten days to replace it. If the tenant can prove it cannot, cash in the full amount, then sixty days to come back with a real letter of credit. Failure at either gate lets the landlord declare a default “for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day and sixty (60) day periods,” retain the cash until the default is cured, and treat the receivership as a Bank Credit Threat, drawing on the failed bank’s paper “to the extent possible pursuant to then existing FDIC policy."[6]
That last qualifier is the honest one. Whether a receivership-era letter of credit can be drawn at all is a question for the FDIC and not for the lease, and this drafter knew it, which is why the escape hatch is cash from the tenant rather than a claim against the receiver. The Interim Cash Deposit then sits in its own section, held as security, applicable to cure a default, restorable on ten business days’ demand if applied, and returned only when the landlord accepts a conforming replacement, without interest.[6]
One drafting artifact tells you where the clause came from. Section 2.6.1 says the letter of credit “shall be deemed to not meet the requirements of this Article 21” and twice more refers to “the requirements of this Article 21,” then closes by referring to “the requirements of this Section 2.” The amendment has no Article 21. The receivership language was lifted from a form where it lived in Article 21, dropped into Section 2 of an amendment, and the cross-references were updated in some places and not others. Nothing turns on it here, because the surrounding text makes the intent plain. But a tenant reading “this Article 21” in a document with no Article 21 is entitled to ask which requirements it is being held to.
The same article has the tenant acknowledge that it holds “no property interest whatsoever in the L-C or the proceeds thereof,” and that no trustee may “restrict or limit Landlord’s claim and/or rights to the L-C … by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise."[7] Whether a waiver like that binds a bankruptcy court is not settled by writing it down, which is the subject of the earlier post linked above and of what a bankrupt tenant owes for return condition.
A list of 29 banks, frozen on one day#
On 1 October 2024, HCP Oyster Point III LLC and Surrozen Operating, Inc. signed a First Amendment extending a 2016 lease of 32,813 rentable square feet in Suite 400 at 171 Oyster Point Boulevard in South San Francisco for 48 months, to 30 April 2029. Base rent for the first year of the extension is $2,323,160.40, or $193,596.70 a month, $5.90 per rentable square foot per month, which is $70.80 a year, stepping to $214,644.12 a month by 2028.[8]
Section 9 is headed “LOC Bank and Ratings Update,” and it replaces the definitions of “Bank” and “Bank’s Credit Rating Threshold” wholesale:
The term “Bank” as used herein shall mean a money-center, solvent and nationally recognized bank listed on the most current list of Global Systemically Important Banks (G-SIBs) as of the Effective Date of the First Amendment, and otherwise acceptable to Landlord in its sole and absolute discretion, and that (i) accepts deposits, maintains accounts, has a local office in Redwood City and/or San Francisco … and whose deposits are insured by the FDIC, (ii) is not subject to the control or jurisdiction of any receiver, trustee, custodian, conservator, liquidator or similar official …; (iii) is not a “bridge bank” or other successor (whether by asset sale, merger, or otherwise) to any bank that was the original issuer of the L-C, or any entity that is under the control of the Federal Deposit Insurance Corporation as receiver or conservator, unless expressly approved in writing by Landlord in its sole and absolute discretion; and (iv) whose long-term, unsecured and unsubordinated debt obligations are rated of no less than “A” by Fitch Ratings Ltd. (“Fitch”) and a short term issuer rating of no less than “F1” by Fitch[.][8]
Four requirements where the Nkarta amendment had one, and the first is the aggressive one. The Financial Stability Board publishes its list of global systemically important banks every November, and it has held 29 names in each of the last two publications.[9] A clause requiring the issuer to be on that list narrows the eligible universe from thousands of American banks to 29 institutions worldwide, only a handful of them American. For a tenant that is a real constraint: your actual bank almost certainly is not one of them.
Clause (iii) was written with a specific bank in mind. It disqualifies any bridge bank, any successor “whether by asset sale, merger, or otherwise” to a failed issuer, and anything under FDIC control, unless the landlord approves in writing in its sole and absolute discretion. First Citizens Bank acquired Silicon Valley Bank’s deposits and loans from the FDIC on 27 March 2023, after an interim bridge bank held them for a fortnight. Under this definition First Citizens would not qualify as a Bank without a discretionary written waiver.
That is the same bank holding the Sangamo instrument in Brisbane, and Brisbane shares a border with South San Francisco. Two landlords in adjacent submarkets, both leasing to clinical-stage biotech, reached opposite conclusions about whether the bank that cleaned up after SVB is an acceptable counterparty. One holds its paper for $1,500,000 and is waiting for it to be replaced by 31 December. The other has written it out of the definition.
The other half of clause (i) deserves a flag the drafter probably did not intend. The list has to be “the most current list … as of the Effective Date of the First Amendment,” which is 1 October 2024. The FSB published its 2024 list on 26 November 2024, 56 days after signing, so the operative list for the remaining four and a half years of this lease is the one published on 27 November 2023.[9] A bank that joined in 2025 does not qualify. A bank that left in 2024 still does. Freezing the list removes the risk of a qualifying issuer silently dropping out, which is presumably the point, and also removes any benefit from the list being maintained. Neither that nor a floating “then-current list” is obviously right. The drafted version is at least knowable.
As with Nkarta, the pieces this amendment does not contain are the ones a tenant needs most. The face amount, the replacement deadline and the draw conditions all live in Article 21 of the August 2016 original lease, which is not among Surrozen’s filings. Section 9 changes who may issue and says nothing about how fast the tenant must act when that stops being true.
What it costs to be asked twice#
Put the four standards next to each other and the spread is the story. Nkarta: S&P A- and Moody’s A3, no named bank, after sixteen months of a blanket waiver for a bank that failed. Immunome: S&P A generally, JPMorgan’s December 2024 rating specifically, ten business days on a downgrade, ten days plus a cash bridge plus sixty on a receivership, no cure periods anywhere. Surrozen: a 29 name list frozen on 1 October 2024, Fitch A and F1, no bridge banks. Sangamo: “a bank reasonably satisfactory to Landlord,” which is the whole standard, in an amendment whose other sentences are precise to the penny.
The money sits where the clocks are. Sangamo’s $1,500,000 is 2.55 months of total rent, or 3.51 months of base rent, a conventional package for an 87,695 square foot single-tenant building. Surrozen’s face amount is not filed; at $193,596.70 a month, a six month letter of credit would be about $1.16 million. Immunome’s is redacted. In every case the number is large enough that producing it a second time inside two weeks is a financing event rather than an administrative task, and none of these clauses treats it as one. The Immunome article also makes the tenant pay the landlord’s attorney’s fees for reviewing the replacement it was ordered to obtain.
Which brings it back to the calendar in Brisbane. The restoration date the landlord chose, 31 December 2026, is the last day of the deferral period, and the deferred rent falls due on 5 January 2027. Those two obligations total $6,555,869.27 inside six days, and a default on anything before the deferred rent is paid accelerates all of it immediately, surviving expiration or earlier termination of the lease.[2] Whether that happens depends on facts about the tenant’s balance sheet that are not in the lease, so I am not going to predict it. The drafting point stands either way: the landlord agreed to spend its own collateral, then set the date for replacing it on top of the single largest payment in the amendment. It was free to pick a different date.
Can you tell which of your leases name the bank?#
Four leases, four standards, and in two of them the governing text sits in an original lease nobody filed. The question “which of my letters of credit are issued by a bank that still qualifies” is easy to ask and expensive to answer by reading, because the answer lives in a definition in one document and a trigger in another, usually in an amendment signed years apart from the lease.
Acrebase extracts these clauses across a portfolio and makes them comparable, so that question returns a table rather than a stack of PDFs. For letters of credit the useful columns are: issuing bank named, rating agency and minimum rating, whether the standard floats or is frozen to a date, whether receivership is a separate trigger from downgrade, days to replace on downgrade, days to replace on receivership, whether a cash bridge is permitted, whether any notice or cure period survives, whether issuer non-renewal is a draw event, days to replenish after a draw, and the final expiration date relative to the term. Eleven fields, and these four leases fill them in four patterns with gaps in three of them.
Acrebase also keeps a team’s approved clause library and negotiation playbook, which is where this gets fixed rather than found. If your house position is that the rating standard floats rather than freezes, that receivership gets its own clause with a cash bridge, that the tenant gets thirty days rather than ten business days, and that no named bank is approved without the test attached, that position should look the same in every lease your team signs instead of depending on which form the deal started from and who was in the room the week a bank failed. Its AI reads how earlier negotiations went, so when a counterparty asks you to approve a specific bank “regardless of whether it now or in the future fails to comply,” the flag arrives with the fallback your team accepted last time. Related clauses we have covered: who keeps the letter of credit when the lease gets rejected, what a personal guaranty actually signs away, and a base year grossed up and then carved back down.
If you are a landlord, never approve a named bank with the rating test switched off. The Nkarta amendments are the cheapest lesson available on that point: the waiver took one sentence in a housekeeping amendment, the repair took a whole amendment eighteen months later, and in between the landlord was holding paper from an institution in receivership. If you want the comfort of a named bank, do what Immunome’s landlord did and peg it to the rating it holds on the signing date, so the approval lapses on its own. Give receivership its own clause with a cash bridge, because a draw on a receiver is not a remedy you control. And decide deliberately whether your standard floats or freezes, since “the most current list as of the Effective Date” and “the then-current list” look like the same words and point in opposite directions for the rest of the term.
If you are a tenant, four things, in order of what they are worth. First, find out this week whether your lease names your bank or only describes it, because if it describes it you are exposed to a downgrade you will not see coming and cannot prevent. Second, count the days you would actually have: ten business days is two weeks, and in at least one of these leases every notice and cure period elsewhere in the lease is disclaimed for this one obligation. Negotiate thirty days and a cash bridge, in that order. Third, ask your bank how many calendar days it takes to release letter of credit collateral, and compare that to the deadline in your lease; if the release takes longer than the deadline for posting the new one, you have agreed to fund the deposit twice. Fourth, if a landlord offers to draw your letter of credit to cover your rent, price the restoration date before you accept the accommodation. Sangamo’s is 31 December 2026 and the deferred rent is due 5 January 2027, and nothing required the first date to sit six days before the second.
Footnotes
[1] Fourth Amendment to Lease Agreement, entered into as of 25 August 2025, between PPF OFF 7000 MARINA BOULEVARD LP, a Delaware limited partnership, as Landlord (as successor to Marina Boulevard Property, LLC) and SANGAMO THERAPEUTICS, INC. as Tenant, covering the entire building at 7000 Marina Boulevard, Brisbane, California, approximately 87,695 rentable square feet, part of a complex known as Marina Landing. Filed as Exhibit 10.3 to Sangamo’s Form 10-Q filed 6 November 2025. The Original Lease is dated 3 November 2017, amended three times before this one. Source for Letter of Credit No. SVBFS002492, issued by First Citizens Bank & Trust Company, dated 30 September 2024 and amended by letter dated 27 January 2025, face amount $1,500,000.00; the rent table showing $427,160.15 base rent and $161,137.70 additional rent for each of September, October and November 2025; and the 31 December 2026 cash-or-replace obligation. The parenthetical “(which Landlord acknowledges is First Citizens Bank, as successor to Silicon Valley Bank)” appears in Section 1(b). The three month total, the November shortfall and the 2.55 and 3.51 month coverage ratios are my arithmetic. That the “SVBFS” prefix derives from Silicon Valley Bank is my inference from the instrument number and the landlord’s acknowledgment. https://www.sec.gov/Archives/edgar/data/1001233/000100123325000024/sgmo-20250930xex103.htm
[2] Same amendment, Section 2. Landlord defers 90% of Base Rent for the thirteen months from 1 December 2025 through 31 December 2026, at $384,444.14 a month for December 2025 through May 2026 and $392,743.49 a month for June through December 2026, “yielding a total deferred amount under this Fourth Amendment of Five Million Fifty-Five Thousand Eight Hundred Sixty-Nine and 27/100 Dollars ($5,055,869.27) in the aggregate.” I checked it: six months at the first figure plus seven at the second is exactly that total, and the monthly amounts imply base rent of $427,160.15 before June 2026 and $436,381.66 after, consistent with the rent table. Payback is due “on or before January 5, 2027,” in addition to then-current rent. On default before payment in full, or termination for any reason, the unpaid balance “shall immediately become due and payable,” and the obligation “will survive any expiration or earlier termination of the Lease.” The $6,555,869.27 combined figure and the 89 days from 3 October 2026 are mine.
[3] First Amendment to Lease between HCP BTC, LLC and NKARTA, INC., covering approximately 88,106 rentable square feet constituting the entire building at 1150 Veterans Boulevard, South San Francisco, California. Filed as Exhibit 10.2 to Nkarta’s Form 10-Q filed 10 November 2021. The original Lease is dated 9 July 2021. Section 3 is quoted in full. The 5 November 2021 date comes from the recital in the later Third Amendment. The amendment’s other sections expand the Permitted Use to include manufacturing and delete Section 21.4 in favor of unrestricted landlord transfer of the letter of credit without notice to or consent from the tenant. Reading “now or in the future” as contemplating present non-compliance is mine; the amendment does not say what SVB’s rating was. The 490 day interval is my arithmetic. https://www.sec.gov/Archives/edgar/data/1787400/000156459021056233/nktx-ex102_80.htm
[4] Third Amendment to Lease, made as of 25 April 2023, same landlord, tenant and premises, filed as Exhibit 10.3 to Nkarta’s Form 10-Q filed 11 May 2023. Section 2 replaces the first sentence of Section 21.1; the L-C Amount is incorporated by reference to Section 8 of the Lease Summary, which is not in this exhibit. The 46 day interval from SVB’s 10 March 2023 failure is my arithmetic. The position of A- and A3 at the bottom of the single-A band is from the published S&P and Moody’s long-term scales. I looked for the balance of Section 21 of the 9 July 2021 Lease and did not find it; the exhibit slot I expected it in, Exhibit 10.1 to the Form 10-Q filed 12 August 2021, holds a research collaboration agreement. So the replacement deadline, draw conditions and receivership treatment under this lease are not available to me, and I make no claim about them. https://www.sec.gov/Archives/edgar/data/1787400/000095017023021277/nktx-ex10_3.htm
[5] Second Amendment to Lease, made and entered into on 16 December 2024 between NITROGEN PROPCO 2020, L.P., a Delaware limited partnership, as Landlord and IMMUNOME, INC. as Tenant, covering approximately 29,344 rentable square feet on the first floor, Suites 100 and 110, at 18702 North Creek Parkway, Bothell, Washington, in the Alloy Innovation Center. Filed as Exhibit 10.27 to Immunome’s Form 10-K filed 19 March 2025. The Original Lease is dated 5 October 2023 and the First Amendment 13 May 2024. Recital D states the purpose: replace the existing Security Deposit with a letter of credit, extend the term, and otherwise amend. Source for the quoted Section 2.1, Section 2.2.3 Replenishment, Section 2.2.4 Renewal; Replacement, Section 2.2.5 Bank’s Financial Condition, and the draw events in Section 2.3, of which (B) and (C) are marked “Intentionally Omitted.” The L-C Amount, the prior Security Deposit and the Base Rent are redacted throughout as “[…***…]” under the registrant’s confidential treatment legend. The term was scheduled to expire 31 January 2029 and is extended to track a separate Building 3 Lease at 18804 North Creek Parkway whose expiration date is not stated. That JPMorgan’s December 2024 rating sat several notches above a bare A, so the named-bank approval is stricter than the generic threshold, is my reading against the published scale rather than anything the lease states. That the letter of credit is cash-collateralized is my assumption about a tenant of this profile and is not disclosed; the double-funding point depends on it. https://www.sec.gov/Archives/edgar/data/1472012/000155837025003302/tmb-20241231xex10d27.htm
[6] Same amendment, Sections 2.6.1 and 2.6.2. The failure consequences are at the end of 2.6.1: the right to “(a) declare Tenant in Default of the Lease for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day and sixty (60) day periods, (b) if applicable, retain such Interim Cash Deposit until such time as such Default is cured by Tenant … and (c) pursue any and all remedies available to it under the Lease and at law, including, without limitation, if Tenant has failed to provide the Interim Cash Deposit, treating any Receivership as a Bank Credit Threat and exercising Landlord’s remedies under Section 2.2.5 above, to the extent possible pursuant to then existing FDIC policy.” Section 2.6.2 holds the Interim Cash Deposit as security, provides it “shall not constitute an advance of any Rent, an advance payment of any other kind, nor a measure of Landlord’s damages in case of Tenant’s default,” allows application to cure a default, and requires restoration within ten business days of demand; return is without interest and conditioned on the landlord accepting a conforming replacement. The observation about “this Article 21” appearing in an amendment with no Article 21 is mine; the phrase occurs three times in Section 2.6.1 alongside one reference to “this Section 2.”
[7] Same amendment, Sections 2.3 and 2.5. The tenant acknowledges that the letter of credit “constitutes a separate and independent contract between Landlord and the Bank,” that it “is not a third party beneficiary of such contract,” that it “has no property interest whatsoever in the L-C or the proceeds thereof,” and that in bankruptcy neither tenant, trustee nor estate “shall have any right to restrict or limit Landlord’s claim and/or rights to the L-C … by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.” Unused proceeds become the Interim Cash Deposit, returned on receipt of a replacement or within thirty days after the LC Expiration Date, except that a bankruptcy petition suspends that obligation until preference issues are resolved or the case is dismissed. I express no view on whether the 502(b)(6) waiver is enforceable.
[8] First Amendment to Lease, made and entered into as of 10/1/2024, between HCP OYSTER POINT III LLC, a Delaware limited liability company, as Landlord and SURROZEN OPERATING, INC. (f/k/a Surrozen, Inc.) as Tenant, covering approximately 32,813 rentable square feet, Suite 400, fourth floor, 171 Oyster Point Boulevard, South San Francisco, California. Filed as Exhibit 10.1 to Surrozen’s Form 8-K filed 2 October 2024. The Original Lease is dated 4 August 2016; a recital notes a scrivener’s error had recorded the premises as 32,750 rentable square feet in the Notice of Lease Term Dates. The term is extended 48 months from 1 May 2025 to 30 April 2029. The base rent table reads $2,323,160.40 a year and $193,596.70 a month at $5.9000 per rentable square foot per month for 5/1/25 to 4/30/26, rising to $6.5414 and $214,644.12 a month in the final year. January, February and March 2026 base rent is abated provided the tenant does not exercise an Early Termination Option. Section 9 is quoted with the closing words about alternative S&P or Moody’s ratings and landlord discretion elided. The L-C Amount, the replacement deadline and the draw conditions are in Article 21 of the 2016 Original Lease, which is not in this filing, and I have not seen them. The $70.80 annual per square foot figure and the illustrative $1.16 million six month letter of credit are my arithmetic; the lease does not state the face amount and I am not asserting it is six months. That First Citizens Bank acquired Silicon Valley Bank’s deposits and loans from the FDIC on 27 March 2023, after a bridge bank held them from 13 March, is the public record of that receivership; that clause (iii) would therefore disqualify First Citizens absent written landlord approval is my reading of the definition. https://www.sec.gov/Archives/edgar/data/1824893/000095017024111493/srzn-ex10_1.htm
[9] Financial Stability Board, “2025 List of Global Systemically Important Banks (G-SIBs),” published November 2025, summarized on the FSB’s own page as “List of G-SIBs remains at 29, with two banks moving into a higher bucket and one bank moving into a lower bucket.” The 2024 list was published 26 November 2024 and also held 29 names; the 2023 list was published 27 November 2023. The bank-by-bank names are in the attached PDFs rather than the pages I read, so I have not named individual G-SIBs, and the statement that only a handful are American is general knowledge about the list rather than something I verified name by name. That a 1 October 2024 effective date makes the 27 November 2023 list the operative one, 56 days before the 2024 list appeared, is my arithmetic from the publication dates. https://www.fsb.org/2025/11/2025-list-of-global-systemically-important-banks-g-sibs/
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